Common use of Sale and Delivery of Offered Units Clause in Contracts

Sale and Delivery of Offered Units. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to issue and sell Offered Units from time to time through the Managers, acting as sales agents, and each Manager agrees to use its reasonable efforts to sell, as sales agent for the Partnership, the Offered Units on the following terms. (i) The Offered Units are to be sold on a daily basis or otherwise as shall be agreed to by the Partnership and any Manager on any day that (A) is a trading day for the New York Stock Exchange (“NYSE”), (B) the Partnership has instructed such Manager by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Partnership has satisfied its obligations under Section 6 of this Agreement. The Partnership will designate the maximum amount of the Offered Units to be sold by such Manager daily as agreed to by such Manager (in any event, together with the Offered Units that have already been issued and sold by the Partnership pursuant to this Agreement, not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement) and the minimum price per Share at which such Offered Units may be sold. Subject to the terms and conditions hereof, such Manager shall use its reasonable efforts to sell on a particular day all of the Offered Units designated for the sale by the Partnership on such day. The gross sales price of the Offered Units sold under this Section 3(a) shall be the market price for the Common Units sold by such Manager under this Section 3(a) on the NYSE at the time of sale of such Offered Units. For the avoidance of doubt, the Partnership shall submit instructions to sell Offered Units to only one Manager, if any, on any single trading day. (ii) The Partnership acknowledges and agrees that (A) there can be no assurance that any Manager will be successful in selling the Offered Units, (B) no Manager will incur any liability or obligation to the Partnership or any other person or entity if such Manager does not sell Offered Units for any reason other than a failure by such Manager to use its reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Offered Units as required under this Agreement, and (C) no Manager shall be under any obligation to purchase Offered Units on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by such Manager and the Partnership. (iii) The Partnership shall not authorize the issuance and sale of, and no Manager shall be obligated to use its reasonable efforts to sell, any of the Offered Units at a price lower than the minimum price therefor designated from time to time by the Board of Directors of GP L.L.C. (the “Board”), or a duly authorized committee thereof, and notified to such Manager in writing. The Partnership or the relevant Manager may, upon notice to the other party by telephone (confirmed promptly by electronic mail), suspend the offering of the Offered Units with respect to which such Manager is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the relevant parties’ respective obligations with respect to the Offered Units sold hereunder prior to the giving of such notice. (iv) Each Manager hereby covenants and agrees not to make any sales of the Offered Units on behalf of the Partnership, pursuant to this Section 3(a), other than (A)(1) by means of ordinary brokers’ transactions between members of the NYSE, any other national securities exchange or facility thereof, a trading facility of a national securities association, or an alternative trading system that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153, (2) to or through a market maker or (3) directly on or through an electronic communication network, a “dark pool” or any similar market venue, and (B) such other sales of the Offered Units on behalf of the Partnership in its capacity as agent of the Partnership as shall be agreed by the Partnership and such Manager pursuant to a Terms Agreement. (v) The compensation to any Manager for sales of the Offered Units with respect to which such Manager acts as sales agent under this Agreement shall be up to 2.0% of the gross sales price of the Offered Units sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when such Manager acts as principal, in which case the Partnership may sell Offered Units to such Manager as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales (the “Transaction Fees”), shall constitute the net proceeds to the Partnership for such Offered Units (the “Net Proceeds”). (vi) Each Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Partnership following the close of trading on the NYSE each day in which the Offered Units are sold by such Manager under this Section 3(a) setting forth the number of the Offered Units sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Partnership, and the compensation payable by the Partnership to such Manager with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from such Manager to the Partnership, with payment to be made by the Partnership promptly after its receipt thereof. (vii) Settlement for sales of the Offered Units pursuant to this Section 3(a) will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Offered Units sold through a Manager for settlement on such date shall be issued and delivered by the Partnership to such Manager against payment of the aggregate gross sales proceeds less any Transaction Fees for the sale of such Offered Units. Settlement for all such Offered Units shall be effected by free delivery of the Offered Units to such Manager’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the Partnership. If the Partnership or its transfer agent (if applicable) shall default on its obligation to deliver the Offered Units on any Settlement Date, the Partnership shall (A) indemnify and hold such Manager harmless against any loss, claim or damage arising from or as a result of such default by the Partnership and (B) pay such Manager any commission to which it would otherwise be entitled absent such default. If a Manager breaches this Agreement by failing to deliver the aggregate gross sales proceeds less any Transaction Fees to the Partnership on any Settlement Date for the Offered Units delivered by the Partnership, such Manager will pay the Partnership interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to such Manager. (viii) At each Applicable Time, Settlement Date and Representation Date (as defined in Section 4(k)), the Partnership shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of any Manager to use its reasonable efforts to sell the Offered Units on behalf of the Partnership shall be subject to the continuing accuracy of the representations and warranties of the Partnership herein (as modified in the manner described above), to the performance by the Partnership of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Partnership wishes to issue and sell the Offered Units pursuant to this Agreement but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify a Manager of the proposed terms of such Placement. If such Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Partnership, wishes to accept amended terms, such Manager and the Partnership will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Partnership or such Manager unless and until the Partnership and such Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Offered Units to a Manager shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Offered Units to, and the purchase thereof by, such Manager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Offered Units by such Manager. The commitment of a Manager to purchase the Offered Units pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Partnership Parties herein contained (modified in the manner described in Section 3(a)(viii) hereof, and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Offered Units to be purchased by such Manager pursuant thereto, the price to be paid to the Partnership for such Offered Units, any provisions relating to rights of, and default by, underwriters acting together with such Manager in the reoffering of the Offered Units, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Offered Units. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by such Manager. (d) Under no circumstances shall the number and aggregate amount of the Offered Units sold pursuant to this Agreement and any Terms Agreement exceed (i) the aggregate amount set forth in Section 1, (ii) the number of Common Units available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Offered Units authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Managers in writing. (e) If any party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Offered Units, it shall promptly notify the other parties and sales of the Offered Units under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (f) Notwithstanding any other provision of this Agreement the Partnership shall not request the sale of any Offered Units that would be sold, and the Managers shall not be obligated to sell, during any period in which the Partnership’s xxxxxxx xxxxxxx policy would prohibit the purchases or sales of the Partnership’s Common Units by its officers or directors, or during any other period in which the Partnership is, or could be deemed to be, in possession of material non-public information; provided that, unless otherwise agreed between the Partnership and the Managers, for purposes of this paragraph (f) such period shall be deemed to end at the close of business on the trading day after the date on which the Partnership’s next subsequent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is filed with the Commission.

Sale and Delivery of Offered Units. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Partnership agrees to issue and sell Offered Units through an Agent acting as sales agent or directly to an Agent acting as principal from time to time through the Managers, acting as sales agentstime, and each Manager Agent agrees to use its commercially reasonable efforts to sell, sell as sales agent for the Partnership, the Offered Units Units. Sales of the Offered Units, if any, through an Agent acting as sales agent or directly to an Agent acting as principal, will be made by means of ordinary brokers’ transactions on the following termsNYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. Notwithstanding the prior sentence, prior to July 2, 2014, no Offered Units shall be sold through either Agent acting as sales agent or directly to an Agent acting as principal, at a sales price below $18.71 per Common Unit unless otherwise agreed in writing by the Agents in their sole discretion. (ib) The Offered Units are to be sold on a daily basis or otherwise as shall be agreed to by the Partnership and any Manager the applicable Agent on any day that (A) is a trading day for (other than a day on which the New York Stock Exchange NYSE is scheduled to close prior to its regular weekday closing time, each, a “Trading Day”) that the Partnership Parties have satisfied their obligations under Section 5 of this Agreement and that any of the individuals listed as authorized representatives of the Partnership on Annex II hereto, as may be updated in writing from time to time (the “NYSEAuthorized Individuals”), (B) have instructed such Agent to make such sales. On any Trading Day, the Partnership, through the Authorized Individuals, shall sell Common Units through only one of the Agents, and the Partnership, through the Authorized Individuals, shall in no event request that more than one Agent sell Offered Units on the same day. For the avoidance of doubt, the foregoing limitation shall not apply to sales solely to employees or security holders of the Partnership has instructed or its subsidiaries, or to a trustee or other person acquiring such Manager securities for the accounts of such persons in which either Xxxxxxx Xxxxx or RBS is acting for the Partnership in a capacity other than as Agent under this Agreement. On any Trading Day, the Partnership, through the Authorized Individuals, may instruct an Agent by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged by such Agent) as to make such sales and (C) the Partnership has satisfied its obligations under Section 6 of this Agreement. The Partnership will designate the maximum amount number of the Offered Units to be sold by such Manager daily as agreed to by Agent on such Manager day (in any event, together with the Offered Units that have already been issued and sold by the Partnership pursuant to this Agreement, event not in excess of the amount number available for issuance under the Prospectus and the currently effective Registration Statement) and the minimum price per Share Common Unit at which such Offered Units may be sold. Subject to the terms and conditions hereof, such Manager the applicable Agent shall use its commercially reasonable efforts to sell on a particular day as sales agent all of the Offered Units so designated for the sale by the Partnership on such dayPartnership. The gross sales price of Partnership Parties and the Offered Units sold under this Section 3(a) shall be the market price for the Common Units sold by such Manager under this Section 3(a) on the NYSE at the time of sale of such Offered Units. For the avoidance of doubt, the Partnership shall submit instructions to sell Offered Units to only one Manager, if any, on any single trading day. (ii) The Partnership acknowledges Agents each acknowledge and agrees agree that (A) there can be no assurance that any Manager the Agents will be successful in selling the Offered Units, (B) no Manager the Agents will incur any no liability or obligation to the Partnership Parties or any other person or entity if such Manager does they do not sell Offered Units for any reason other than a failure by such Manager the Agents to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Offered Units as required under by this Agreement, and (C) no Manager the Agents shall be under any no obligation to purchase Offered Units on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by such Manager the applicable Agent and the Partnership. (iii) The Partnership shall not authorize the issuance and sale of, and no Manager shall be obligated to use its reasonable efforts to sell, any of the Offered Units at a price lower than the minimum price therefor designated from time to time by the Board of Directors of GP L.L.C. (the “Board”), or a duly authorized committee thereof, and notified to such Manager in writing. The Partnership or the relevant Manager may, upon notice to the other party by telephone (confirmed promptly by electronic mail), suspend the offering of the Offered Units with respect to which such Manager is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the relevant parties’ respective obligations with respect to the Offered Units sold hereunder prior to the giving of such notice. (iv) Each Manager hereby covenants and agrees not to make any sales of the Offered Units on behalf of the Partnership, pursuant to this Section 3(a), other than (A)(1) by means of ordinary brokers’ transactions between members of the NYSE, any other national securities exchange or facility thereof, a trading facility of a national securities association, or an alternative trading system that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153, (2) to or through a market maker or (3) directly on or through an electronic communication network, a “dark pool” or any similar market venue, and (B) such other sales of the Offered Units on behalf of the Partnership in its capacity as agent of the Partnership as shall be agreed by the Partnership and such Manager Parties pursuant to a Terms Agreement. (v) The compensation to any Manager for sales of the Offered Units with respect to which such Manager acts as sales agent under this Agreement shall be up to 2.0% of the gross sales price of the Offered Units sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when such Manager acts as principal, in which case the Partnership may sell Offered Units to such Manager as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales (the “Transaction Fees”), shall constitute the net proceeds to the Partnership for such Offered Units (the “Net Proceeds”). (vi) Each Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Partnership following the close of trading on the NYSE each day in which the Offered Units are sold by such Manager under this Section 3(a) setting forth the number of the Offered Units sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Partnership, and the compensation payable by the Partnership to such Manager with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from such Manager to the Partnership, with payment to be made by the Partnership promptly after its receipt thereof. (vii) Settlement for sales of the Offered Units pursuant to this Section 3(a) will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Offered Units sold through a Manager for settlement on such date shall be issued and delivered by the Partnership to such Manager against payment of the aggregate gross sales proceeds less any Transaction Fees for the sale of such Offered Units. Settlement for all such Offered Units shall be effected by free delivery of the Offered Units to such Manager’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the Partnership. If the Partnership or its transfer agent (if applicable) shall default on its obligation to deliver the Offered Units on any Settlement Date, the Partnership shall (A) indemnify and hold such Manager harmless against any loss, claim or damage arising from or as a result of such default by the Partnership and (B) pay such Manager any commission to which it would otherwise be entitled absent such default. If a Manager breaches this Agreement by failing to deliver the aggregate gross sales proceeds less any Transaction Fees to the Partnership on any Settlement Date for the Offered Units delivered by the Partnership, such Manager will pay the Partnership interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to such Manager. (viii) At each Applicable Time, Settlement Date and Representation Date (as defined in Section 4(k)), the Partnership shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of any Manager to use its reasonable efforts to sell the Offered Units on behalf of the Partnership shall be subject to the continuing accuracy of the representations and warranties of the Partnership herein (as modified in the manner described above), to the performance by the Partnership of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Partnership wishes to issue and sell the Offered Units pursuant to this Agreement but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify a Manager of the proposed terms of such Placement. If such Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Partnership, wishes to accept amended terms, such Manager and the Partnership will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Partnership or such Manager unless and until the Partnership and such Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of Notwithstanding the Offered Units to a Manager shall be made in accordance with the terms of this Agreement andforegoing, if applicable, a Terms Agreement, which will provide for the sale of such Offered Units to, and the purchase thereof by, such Manager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Offered Units by such Manager. The commitment of a Manager to purchase the Offered Units pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Partnership Parties herein contained (modified in Parties, through the manner described in Section 3(a)(viii) hereofAuthorized Individuals, shall not authorize the issuance and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Offered Units to be purchased by such Manager pursuant thereto, the price to be paid to the Partnership for such Offered Units, any provisions relating to rights sale of, and default byneither Agent as sales agent shall be obligated to use its commercially reasonable efforts to sell, underwriters acting together with such Manager in the reoffering of the Offered Units, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Offered Units. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by such Manager. (d) Under no circumstances shall the number and aggregate amount of the Offered Units sold pursuant to this Agreement and any Terms Agreement exceed (i) at a price lower than the aggregate amount set forth in Section 1minimum price therefor authorized from time to time, or (ii) in a number or with an aggregate gross sales price in excess of the number or gross sales price, as the case may be, of Common Units available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Offered Units authorized from time to time to be issued and sold under this Agreement, in each case, by the General Partner’s board of directors, or a duly authorized committee thereof, or in a number in excess of the number of Offered Units approved for listing on the NYSE, and in each case notified to each Agent in writing. In addition, the Partnership, through the Authorized Individuals, or either Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy or email, which confirmation will be promptly acknowledged), suspend the offering of the Offered Units with respect to which such Agent acts as sales agent of the Partnership for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Offering Units sold hereunder prior to the giving of such notice. (d) The gross sales price of any Offered Units sold pursuant to this Agreement by either Agent acting as sales agent of the Partnership shall be the market price prevailing at the time of sale for Common Units sold by such Agent on the NYSE or otherwise, at prices relating to prevailing market prices or at negotiated prices. The compensation payable to each Agent for sales of Offered Units with respect to which such Agent acts as sales agent of the Partnership shall be mutually agreed to in writing but shall not exceed 2.0% of the gross sales price of the Offered Units sold by such Agent pursuant to this Agreement. The Partnership may sell Offered Units to either Agent as principal at a price agreed upon between the Partnership and such Agent at the relevant Applicable Time and pursuant to a separate Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Partnership for such Offered Units (the “Net Proceeds”). Such Agent shall notify the Partnership as promptly as practicable if any deduction referenced in the preceding sentence will be required. Notwithstanding the foregoing, in the event the Partnership engages either Agent for a sale of Offered Units that would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the 1934 Act, the Partnership and such Agent will agree to compensation that is customary for such Agent with respect to such transactions. (e) If acting as sales agent hereunder, the Agent though whom sale are effected shall provide written confirmation to the Partnership following the close of trading on the NYSE each day in which Offered Units are sold under this Agreement setting forth the number of Offered Units sold on such day, the aggregate gross sales proceeds of the Offered Units, the aggregate Net Proceeds to the Offered Units and the aggregate compensation payable by the Partnership to such Agent with respect to such sales. (f) Under no circumstances shall the aggregate gross sales price or number, as the case may be, of Offered Units sold pursuant to this Agreement and any Terms Agreement exceed the aggregate gross sales price or number, as the case may be, of Common Units (i) set forth in the preamble paragraph of this Agreement, (ii) available for issuance under the Prospectus and the then currently effective Registration Statement or (iii) authorized from time to time to be issued and sold under this Agreement or any Terms Agreement by the BoardGeneral Partner’s board of directors, or a duly authorized committee thereof or approved for listing on the NYSE, and in each case referred to in this clause (iii), and notified to the Agents in writing. In addition, under no circumstances shall any Offered Units with respect to which an Agent acts as sales agent be sold at a price lower than the minimum price therefor authorized from time to time by the General Partner’s board of directors, or a duly authorized committee thereof, and notified to the Managers Agents in writing. (eg) If any party has reason to believe the Partnership or either Agent believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange 1934 Act (applicable to securities with an average daily trading volume of $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Partnership or the Offered Units, it shall promptly notify the other parties and sales of the Offered Units under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (fh) Settlement for sales of Offered Units pursuant to this Section 2 will occur on the third business day that is also a Trading Day following the trade date on which such sales are made, unless another date shall be agreed to by the Partnership and the applicable Agent (each such day, a “Settlement Date”). On each Settlement Date, the Offered Units sold through an Agent for settlement on such date shall be delivered by the Partnership to such Agent against payment of the Net Proceeds from the sale of such Offered Units. Settlement for all Offered Units shall be effected by book-entry delivery of Offered Units to such Agent’s account at The Depository Trust Company against payments by such Agent of the Net Proceeds from the sale of such Offered Units in same day funds delivered to an account designated by the Partnership. If the Partnership shall default on its obligation to deliver Offered Units on any Settlement Date, the Partnership Parties shall (i) indemnify and hold the Agents harmless against any loss, claim or damage arising from or as a result of such default by the Partnership and (ii) pay each Agent any commission to which it would otherwise be entitled absent such default. If either Agent breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Offered Units delivered by the Partnership, the breaching Agent will pay the Partnership interest based on the effective overnight federal funds rate until such proceeds, together with such interest, have been fully paid. (i) Notwithstanding any other provision of this Agreement Agreement, the Partnership shall not offer, sell or deliver, or request the offer or sale, any Offered Units and, by notice to the Agents given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Offered Units that would be soldUnits, and the Managers Agents shall not be obligated to selloffer or sell any Offered Units, (i) during any period in which the Partnership’s xxxxxxx xxxxxxx policy policy, as it exists on the date of the Agreement, would prohibit the purchases or sales of the Partnership’s Common Units by its officers or directors, or (ii) during any other period in which the Partnership is, or could be deemed to be, in possession of material non-public information; information or (iii) except as provided thatin Section 2(j) below, unless otherwise agreed between the Partnership at any time from and the Managers, for purposes of this paragraph (f) such period shall be deemed to end at the close of business on the trading day after including the date (each, an “Announcement Date”) on which the Partnership’s next subsequent Partnership shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Partnership files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or Quarterly Report on Form 10-Qperiods, as the case may be, covered by such Earnings Announcement. (j) If the Partnership wishes to offer, sell or deliver Offered Units at any time during the period from and including an Announcement Date through and including the time that is filed 24 hours after the corresponding Filing Time, the Partnership shall (i) prepare and deliver to each Agent (with a copy to counsel to the Agents) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agents, and obtain the consent of each Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide each Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections (3)(j), (k), (l) and (m) hereof; respectively, (iii) afford the Agents the opportunity to conduct a due diligence review in accordance with Section 3(p) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 2(i) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 2(j) shall not relieve the Partnership from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 3 hereof and (B) this Section 2(j) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 2(i), which shall have independent application. (k) At each Applicable Time, Settlement Date, Registration Amendment Date, Partnership Periodic Report Date, Partnership Earnings Report Date and Request Date, the Partnership shall be deemed to have affirmed each representation and warranty contained in this Agreement. Any obligation of either Agent to use its commercially reasonable efforts to sell the Offered Units on behalf of the Partnership as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Partnership Parties herein, to the performance by the Partnership Parties of their obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement.

Sale and Delivery of Offered Units. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership Company agrees to issue and sell Offered Units from time to time through the ManagersManager, acting as sales agentsagent, and each the Manager agrees to use its reasonable efforts to sell, as sales agent for the PartnershipCompany, the Offered Units on the following terms. (i) The Offered Units are to be sold on a daily basis or otherwise as shall be agreed to by the Partnership Company and any the Manager on any day that (A) is a trading day for the New York Stock Exchange Nasdaq (“NYSE”other than a day on which the Nasdaq is scheduled to close prior to its regular weekday closing time), (B) the Partnership Company, through any of the individuals listed as Authorized Representatives on Schedule III hereto, has instructed such the Manager by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Partnership Company has satisfied its obligations under Section 6 of this Agreement. The Partnership Company will designate the maximum amount of the Offered Units to be sold by such the Manager daily as agreed to by such the Manager (in any event, together with the Offered Units that have already been issued and sold by the Partnership pursuant to this Agreement, event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement) and the minimum price per Share Unit at which such Offered Units may be sold. Subject to the terms and conditions hereof, such the Manager shall use its reasonable efforts to sell on a particular day all of the Offered Units designated for the sale by the Partnership Company on such day. The gross sales price of the Offered Units sold under this Section 3(a) shall be the market price for the Common Units sold by such the Manager under this Section 3(a) on the NYSE Nasdaq at the time of sale of such Offered Units. For the avoidance of doubt, the Partnership shall submit instructions to sell Offered Units to only one Manager, if any, on any single trading day. (ii) The Partnership Company acknowledges and agrees that (A) there can be no assurance that any the Manager will be successful in selling the Offered Units, (B) no the Manager will incur any no liability or obligation to the Partnership Company or any other person or entity if such Manager it does not sell Offered Units for any reason other than a failure by such the Manager to use its reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Offered Units as required under this Agreement, and (C) no the Manager shall be under any no obligation to purchase Offered Units on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by such the Manager and the PartnershipCompany in writing pursuant to a Terms Agreement. (iii) The Partnership Company shall not authorize the issuance and sale of, and no the Manager shall not be obligated to use its reasonable efforts to sell, any of the Offered Units at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors of GP L.L.C. (the “Board”), or a duly authorized committee thereof, and notified to such the Manager in writing. The Partnership Company or the relevant Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend the offering of the Offered Units with respect to which such Manager is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the relevant parties’ respective obligations with respect to the Offered Units sold hereunder prior to the giving of such notice. (iv) Each The Manager hereby covenants and agrees not to make any sales of the Offered Units on behalf of the PartnershipCompany, pursuant to this Section 3(a), other than (A)(1A) by means of ordinary brokers’ transactions between members of the NYSE, any other national securities exchange or facility thereof, a trading facility of a national securities association, or an alternative trading system Nasdaq that qualify for delivery of a Prospectus to the NYSE Nasdaq in accordance with Rule 153, 153 (2such transactions are hereinafter referred to as “Continuous Offerings”) to or through a market maker or (3) directly on or through an electronic communication network, a “dark pool” or any similar market venue, and (B) such other sales of the Offered Units on behalf of the Partnership Company in its capacity as agent of the Partnership Company as shall be agreed by the Partnership Company and such the Manager pursuant to a Terms Agreement. (v) The compensation to any the Manager for sales of the Offered Units with respect to which such the Manager acts as sales agent under this Agreement shall be up to 2.0% of the gross sales price of the Offered Units sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when such the Manager acts as principal, in which case the Partnership Company may sell Offered Units to such the Manager as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceedsgross proceeds less the Manager’s commission, shall constitute the net proceeds to the Company for such Offered Units (the “Net Proceeds”). Payment of the Net Proceeds after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales (the “Transaction Fees”), for Offered Units sold by the Company on any Settlement Date shall constitute the net proceeds be made to the Partnership for Company by federal funds wire transfer to the account of the Company against delivery of such Offered Units (to the “Net Proceeds”)Manager’s account, or an account of Manager’s designee, at The Depository Trust Company. (vi) Each The Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Partnership Company following the close of trading on the NYSE Nasdaq each day in which the Offered Units are sold by such Manager under this Section 3(a) setting forth the number of the Offered Units sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the PartnershipCompany, and the compensation payable by the Partnership Company to such the Manager with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from such Manager to the Partnership, with payment to be made by the Partnership promptly after its receipt thereof. (vii) Settlement for sales of the Offered Units pursuant to this Section 3(a) will occur on the third business day Business Day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Offered Units sold through a the Manager for settlement on such date shall be issued and delivered by the Partnership Company to such the Manager against payment of the aggregate gross sales proceeds less any Transaction Fees Net Proceeds for the sale of such Offered Units. Settlement for all such Offered Units shall be effected by free delivery of the Offered Units to such the Manager’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the PartnershipCompany. If the Partnership Company or its transfer agent (if applicable) shall default on its obligation to deliver the Offered Units on any Settlement Date, the Partnership Company shall (A) indemnify and hold such the Manager harmless against any loss, claim or damage arising from or as a result of such default by the Partnership Company and (B) pay such the Manager any commission to which it would otherwise be entitled absent such default. If a the Manager breaches this Agreement by failing to deliver the aggregate gross sales proceeds Net Proceeds less any Transaction Fees to the Partnership Company on any Settlement Date for the Offered Units delivered by the PartnershipCompany, such the Manager will pay the Partnership Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to such the Manager. (viii) At each Applicable Time, Settlement Date and Representation Date (as defined in Section 4(k)), the Partnership Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such datedate and to reflect such necessary modifications as are not material and approved by the Manager in advance. Any obligation of any the Manager to use its reasonable efforts to sell the Offered Units on behalf of the Partnership Company shall be subject to the continuing accuracy of the representations and warranties of the Partnership herein (as modified in the manner described above)Company herein, to the performance by the Partnership Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Partnership Company wishes to issue and sell the Offered Units pursuant to this Agreement but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify a the Manager of the proposed terms of such Placement. If such the Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Partnership, Company wishes to accept amended terms, such the Manager and the Partnership Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Partnership Company or such the Manager unless and until the Partnership Company and such the Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Offered Units to a the Manager shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Offered Units to, and the purchase thereof by, such the Manager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Offered Units by such the Manager. The commitment of a the Manager to purchase the Offered Units pursuant to a any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Partnership Parties Company herein contained (modified in the manner described in Section 3(a)(viii) hereof, and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Offered Units to be purchased by such the Manager pursuant thereto, the price to be paid to the Partnership Company for such Offered Units, any provisions relating to rights of, and default by, underwriters acting together with such the Manager in the reoffering of the Offered Units, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Offered Units. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters, reserve engineer’s letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by such the Manager. (d) Under no circumstances shall the number and aggregate amount of the Offered Units sold pursuant to this Agreement and any Terms Agreement exceed (i) the aggregate amount set forth in Section 1, (ii) the number of Common Units available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Offered Units authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Managers Manager in writing. (e) If any either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Offered Units, it shall promptly notify the other parties party and sales of the Offered Units under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (f) Notwithstanding any other provision of this Agreement the Partnership shall not request the sale of any Offered Units that would be sold, and the Managers shall not be obligated to sell, during any period in which the Partnership’s xxxxxxx xxxxxxx policy would prohibit the purchases or sales of the Partnership’s Common Units by its officers or directors, or during any other period in which the Partnership is, or could be deemed to be, in possession of material non-public information; provided that, unless otherwise agreed between the Partnership and the Managers, for purposes of this paragraph (f) such period shall be deemed to end at the close of business on the trading day after the date on which the Partnership’s next subsequent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is filed with the Commission.

Sale and Delivery of Offered Units. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Partnership agrees to issue and sell Offered Units through the applicable Agents acting as sales agent or directly to the applicable Agents acting as principal from time to time time. Sales of the Offered Units, if any, through the Managers, an Agent acting as sales agentsagent or directly to an Agent acting as principal will be made by means of ordinary brokers’ transactions on NASDAQ or otherwise at market prices prevailing at the time of sale, and each Manager agrees at prices related to use its reasonable efforts to sell, as sales agent for the Partnership, the Offered Units on the following termsprevailing market prices or at negotiated prices. (ib) The Offered Units are to be sold to an Agent on a daily an agented basis or otherwise as shall be agreed to by the Partnership and any Manager on any day that (Aother than a day on which NASDAQ is scheduled to close prior to its regular weekday closing time)(each, a “Trading Day”) is a trading day for on which (i) any of the New York Stock Exchange individuals listed as authorized representatives of the Partnership on Annex II hereto, as may be updated in writing from time to time (the “NYSEAuthorized Individuals”), have instructed such Agent to make such sales and (Bii) the Partnership has instructed such Manager satisfied its covenants and conditions specified in Sections 4 and 5 hereof. On any Trading Day, the Partnership, through the Authorized Individuals, may sell Offered Units through only one Agent and, if it determines to do so, shall instruct the applicable Agent by telephone (confirmed promptly by electronic mailemail, which confirmation will be promptly acknowledged by such Agent) or email as to make such sales and (C) the Partnership has satisfied its obligations under Section 6 of this Agreement. The Partnership will designate the maximum amount number of the Offered Units to be sold by on such Manager daily as agreed to by such Manager (in any event, together with the Offered Units that have already been issued and sold by the Partnership pursuant to this Agreement, not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement) Trading Day and the minimum price per Share Common Unit at which such Offered Units may be sold. Subject to the terms and conditions specified herein (including, without limitation, the accuracy of the representations and warranties of the Partnership and the performance by the Partnership of its covenants and other obligations, contained herein and the satisfaction of the additional conditions specified in Section 5 hereof), such Manager Agent shall use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell on a particular day all of the Offered Units so designated for the sale by the Partnership on as sales agent in accordance with such instruction. On any Trading Day, the Partnership, through the Authorized Individuals, shall give at least one business day. The gross sales price ’s prior written notice by email as to any change of the Agent through whom sales of Offered Units sold under this Section 3(a) shall as sales agent will be the market price for the Common Units sold by such Manager under this Section 3(a) on the NYSE at the time of sale of such Offered Unitsmade. For the avoidance of doubt, the foregoing limitation shall not apply to sales solely to employees or security holders of the Partnership shall submit instructions or its subsidiaries or to sell a trustee or other person acquiring Offered Units to only one Manager, if any, on for the accounts of such persons in which any single trading day. (ii) of the Agents are acting for the Partnership in a capacity other than as Agent under this Agreement. The Partnership acknowledges and agrees the Agents each acknowledge and agree that (A) there can be no assurance that any Manager Agent will be successful in selling the any Offered Units, and (B) no Manager the Agents will not incur any liability or obligation to the Partnership or any other person or entity if such Manager does not they fail to sell Offered Units for any reason other than a failure by such Manager to use its their respective commercially reasonable efforts efforts, consistent with its normal trading and sales practices and applicable law and regulations regulations, to sell such Offered Units as required under by this Agreement, and (C) no Manager shall be under any obligation to purchase Offered Units on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by such Manager and the Partnership. (iii) The Partnership shall not authorize the issuance and sale of, and no Manager shall be obligated to use its reasonable efforts to sell, any of the Offered Units at a price lower than the minimum price therefor designated from time to time by the Board of Directors of GP L.L.C. (the “Board”), or a duly authorized committee thereof, and notified to such Manager in writing. The Partnership or the relevant Manager may, upon notice to the other party by telephone (confirmed promptly by electronic mail), suspend the offering of the Offered Units with respect to which such Manager is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the relevant parties’ respective obligations with respect to the Offered Units sold hereunder prior to the giving of such notice. (ivc) Each Manager Agent hereby covenants and agrees not to make any sales of the Offered Units on behalf of the Partnership, pursuant to this Section 3(a)2, other than (A)(1i) by means of ordinary brokers’ transactions between members of any method permitted by law deemed to be an “at the NYSEmarket” offering as defined in Rule 415 under the Act, including, without limitation, sales made directly on the NASDAQ, on any other national securities exchange existing trading market for the Common Units or facility thereof, a trading facility of a national securities association, or an alternative trading system that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153, (2) to or through a market maker or maker, (3ii) directly on or through an electronic communication networkby any other method permitted by law, a “dark pool” or any similar market venueincluding, without limitation, in privately negotiated transactions, and (Biii) such other sales of the Offered Units on behalf of the Partnership in its capacity as agent of the Partnership as shall be agreed by the Partnership and such Manager pursuant to a Terms AgreementAgent. (vd) The compensation Partnership, through the Authorized Individuals, or the Agent through whom the sale of Offered Units are to be made as sales agent on any Manager for sales Trading Day may, upon notice to the other party hereto by telephone (confirmed promptly by email, which confirmation will be promptly acknowledged by the receiving party) or email, suspend the offering of the Offered Units with respect to which such Manager Agent is acting as sales agent for any reason and at any time; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Offered Units sold, or with respect to Offered Units that the Partnership has agreed to sell, hereunder prior to the giving of such notice. (e) The gross sales price of any Offered Units sold pursuant to this Agreement by the applicable Agent acting as sales agent of the Partnership shall be equal to, in the discretion of such Agent but subject to the specific instructions of the Partnership, the market price prevailing at the time of sale for the Offered Units sold by such Agent on NASDAQ or otherwise, at prices related to prevailing market prices or at negotiated prices. The compensation payable to an Agent for sales of Offered Units with respect to which such Agent acts as sales agent under this Agreement shall be up to 2.0% of the gross sales price of the for such Offered Units sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) belowUnits. The foregoing rate of compensation shall not apply when such Manager acts as principal, in which case the Partnership may sell Offered Units to such Manager either Agent as principal at a price agreed upon between the Partnership and such Agent at the relevant Applicable Time and pursuant to a separate Terms Agreement. The remaining aggregate gross sale proceeds, after further deduction for (i) such Agent’s commission, discount or other compensation for such sales payable by the Partnership pursuant to this Section 2(e), unless such Agent has elected to invoice the Partnership for such commission, discount or other compensation pursuant to Section 2(f), and (ii) any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental entity or self-regulatory organization in respect of such sales (the “Transaction Fees”)sales, shall constitute the net proceeds to the Partnership for such Offered Units sales (the “Net Proceeds”). The applicable Agent shall notify the Partnership as promptly as practicable if any deduction referenced in the preceding sentence will be made. Notwithstanding the foregoing, in the event the Partnership engages an Agent as sales agent for the sale of Offered Units that would constitute a “distribution” within the meaning of Rule 100 of Regulation M under the 1934 Act, the Partnership and such Agent will agree to compensation for such Agent that is customary for such sales. (vif) Each Manager If acting as sales agent hereunder, the applicable Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Partnership following the close of trading on the NYSE NASDAQ on each day in Trading Day on which the Offered Units are sold by such Manager under this Section 3(a) Agreement setting forth the number of the Offered Units sold on such day, the aggregate gross sales proceeds and of the Offered Units, the aggregate Net Proceeds to the Partnership, Partnership and the aggregate compensation payable by the Partnership to such Manager Agent with respect to such sales. Such At each Agent’s election, such compensation shall either be (i) set forth and invoiced in periodic statements from such Manager Agent to the Partnership, with payment to be made by the Partnership promptly after its receipt thereofthereof or (ii) deducted by the Agent from the payment of the gross sales proceeds to the Partnership as set forth in Section 2(e). (viig) Under no circumstances shall the aggregate gross sales price or number, as the case may be, of Offered Units offered or sold pursuant to this Agreement, or which are the subject of instructions to an Agent as sales agent pursuant to Section 2(b) hereof, exceed the aggregate gross sales price or number, as the case may be, of Offered Units (i) referred to in the preamble paragraph of this Agreement, as reduced by prior sales of Offered Units under this Agreement, (ii) available for sale under the Registration Statement or (iii) authorized from time to time to be issued and sold under this Agreement or any Terms Agreement by GP LLC’s board of directors on behalf of the General Partner, or a duly authorized committee thereof or approved for listing on NASDAQ, and, in each case referred to in clause (ii) and (iii), notified to the Agents in writing. In addition, under no circumstances shall any Offered Units with respect to which the Agent acts as sales agent be offered or sold, or be the subject of instructions to an Agent as sales agent pursuant to Section 2(b) hereof, at a price lower than the minimum price therefor duly authorized from time to time by the Partnership and notified, through the Authorized Individuals, to the Agents in writing. The Agents shall have no responsibility for maintaining records with respect to Offered Units available for sale under the Registration Statement or for determining the aggregate gross sales price, number or minimum price of Offered Units duly authorized by the Partnership. (h) If the Partnership or any Agent believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act are not satisfied with respect to the Partnership or the Offered Units, it shall promptly notify the other parties and future offers and sales of Offered Units through the Agents on an agented basis under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. If the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act become satisfied with respect to the Partnership or the Offered Units, the Partnership shall promptly notify the Agents. (i) Settlement for sales of the Offered Units pursuant to this Section 3(a) will occur on the third business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to in writing by the Partnership and the applicable Agents (each such day, a “Settlement Date”). On each Settlement Date, Date for the sale of Offered Units sold through a Manager for settlement on an Agent as sales agent, such date Offered Units shall be issued and delivered by the Partnership to such Manager against payment of the aggregate gross sales proceeds less any Transaction Fees for the sale of such Offered Units. Settlement for all such Offered Units shall be effected by free delivery of the Offered Units Agent in book-entry form to such ManagerAgent’s account at The Depository Trust Company (“DTC”) in return for payments against payment by such Agent of the Net Proceeds from the sale of such Offered Units in same day funds delivered to the an account designated by the Partnership. If the Partnership or its transfer agent (if applicable) shall default on its obligation to deliver the Offered Units through an Agent as sales agent on any Settlement Date, the Partnership shall (Ai) indemnify and hold such Manager Agent harmless against any loss, claim or damage arising from or as a result of such default by the Partnership and (Bii) pay such Manager Agent any commission to which it would otherwise be entitled absent such default. If a Manager breaches this Agreement by failing to deliver the aggregate gross sales proceeds less any Transaction Fees to the Partnership on any Settlement Date for the Offered Units delivered by the Partnership, such Manager will pay the Partnership interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to such Manager. (viii) At each Applicable Time, Settlement Date and Representation Date (as defined in Section 4(k)), the Partnership shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of any Manager to use its reasonable efforts to sell the Offered Units on behalf of the Partnership shall be subject to the continuing accuracy of the representations and warranties of the Partnership herein (as modified in the manner described above), to the performance by the Partnership of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Partnership wishes to issue and sell the Offered Units pursuant to this Agreement but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify a Manager of the proposed terms of such Placement. If such Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Partnership, wishes to accept amended terms, such Manager and the Partnership will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Partnership or such Manager unless and until the Partnership and such Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Offered Units to a Manager shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Offered Units to, and the purchase thereof by, such Manager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Offered Units by such Manager. The commitment of a Manager to purchase the Offered Units pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Partnership Parties herein contained (modified in the manner described in Section 3(a)(viii) hereof, and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Offered Units to be purchased by such Manager pursuant thereto, the price to be paid to the Partnership for such Offered Units, any provisions relating to rights of, and default by, underwriters acting together with such Manager in the reoffering of the Offered Units, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Offered Units. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by such Manager. (d) Under no circumstances shall the number and aggregate amount of the Offered Units sold pursuant to this Agreement and any Terms Agreement exceed (i) the aggregate amount set forth in Section 1, (ii) the number of Common Units available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Offered Units authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Managers in writing. (e) If any party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Offered Units, it shall promptly notify the other parties and sales of the Offered Units under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (fj) Notwithstanding any other provision of this Agreement Agreement, the Partnership shall not request offer or sell, or instruct an Agent to offer or sell, any Offered Units through an Agent as sales agent (and, by notice to the Agents given by telephone or email (confirmed promptly by email), shall cancel any instructions for any such offer or sale of any Offered Units that would be soldprior to the commencement of the periods referenced below), and the Managers Agents shall not be obligated to sellmake any such offer or sale of Offered Units, (i) during any period in which the Partnership’s xxxxxxx xxxxxxx policy would prohibit the purchases or sales of the Partnership’s Common Units by its officers or directors, or during any other period in which the Partnership is, or could be deemed to be, in possession of material non-public information; information or (ii) except as provided thatin Section 2(k) hereof, unless otherwise agreed between at any time during the period commencing on the 10th business day prior to the time the Partnership issues a press release containing, or shall otherwise publicly announce, its earnings, revenues or other operating results for a fiscal period or periods (each, an “Earnings Announcement”) through and including the Managers, for purposes of this paragraph (f) such period shall be deemed to end at the close of business on the trading day time that is 24 hours after the date time that the Partnership files a Quarterly Report on which the Partnership’s next subsequent Form 10-Q or an Annual Report on Form 10-K (a “Filing Time”) that includes consolidated financial statements as of and for the same fiscal period or Quarterly Report on Form 10-Qperiods, as the case may be, is filed covered by such Earnings Announcement. (k) Notwithstanding clause (ii) of Section 2(j) hereof, if the Partnership wishes to offer or sell Offered Units to an Agent as sales agent at any time during the period from and including an Earnings Announcement through and including the corresponding Filing Time, the Partnership shall first (i) prepare and deliver to such Agent (with a copy to counsel for the Agents) a Current Report on Form 8-K that includes substantially the same financial and related information (together with management’s discussion and analysis thereof) that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to such Agent, and, prior to its filing, obtain the written consent of such Agent to such filing (which consent shall not be unreasonably withheld), (ii) provide such Agent with the officers’ certificate, opinions and letters of counsel and accountants’ letter specified in Section 3(o), (p) and (q), respectively, hereof, (iii) afford such Agent the opportunity to conduct a due diligence review in accordance with Section 3(t) hereof prior to filing such Earnings 8-K and (iv) file such Earnings 8-K with the Commission. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinion or letter of counsel or accountants’ letter pursuant to this Section 2(k) shall not relieve the Partnership from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions and letters of counsel and accountants’ letters as provided in Section 3(o), (p) and (q), respectively, hereof, and (B) this Section 2(k) shall in no way affect or limit the operation of clause (i) of Section 2(j) hereof, which shall have independent application. (l) The Agents shall not have any obligation to purchase Offered Units as principal, whether from the Partnership or otherwise, unless the Partnership and the applicable Agents agree as set forth below. Offered Units purchased from the Partnership by the applicable Agents, individually or in a syndicate, as principal shall be made in accordance with terms agreed upon between such Agents and the Partnership as evidenced by a Terms Agreement. The applicable Agents’ commitment to purchase Offered Units from the Partnership as principal shall be deemed to have been made on the basis of the accuracy of the representations and warranties of the Partnership, and performance by the Partnership of its covenants and other obligations, herein contained and shall be subject to the terms and conditions herein set forth. At the time of each Terms Agreement, the applicable Agents shall specify the requirements, if any, for the officers’ certificate, opinions and letters of counsel and accountants’ letter pursuant to Section 3(o), (p) and (q), respectively, hereof. In the event of a conflict between the terms of this Agreement and a Terms Agreement, the terms of such Terms Agreement shall control.

Sale and Delivery of Offered Units. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership Company agrees to issue and sell Offered Units from time to time through the Managers, each acting as sales agentsagent, and each Manager Manager, severally and not jointly, agrees to use its reasonable efforts to sell, as sales agent for the PartnershipCompany, the Offered Units on the following terms. (i) The Offered Units are to be sold on a daily basis or otherwise as shall be agreed to by the Partnership Company and any Manager Manager, on any day that (A) is a trading day for the New York Stock Exchange Nasdaq (“NYSE”other than a day on which the Nasdaq is scheduled to close prior to its regular weekday closing time), (B) the Partnership Company, through any of the individuals listed as Authorized Representatives on Schedule III hereto, has instructed such Manager by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Partnership Company has satisfied its obligations under Section 6 of this Agreement. The Partnership Company will designate the maximum amount of the Offered Units to be sold by such Manager daily as agreed to by such Manager (in any event, together with the Offered Units that have already been issued and sold by the Partnership pursuant to this Agreement, event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement) and the minimum price per Share Unit at which such Offered Units may be sold. Subject to the terms and conditions hereof, such Manager Manager, shall use its reasonable efforts to sell on a particular day all of the Offered Units designated for the sale by the Partnership Company on such day. The gross sales price of the Offered Units sold under this Section 3(a) shall be the market price for the Common Units sold by such Manager under this Section 3(a) on the NYSE Nasdaq at the time of sale of such Offered Units. For the avoidance of doubt, the Partnership Company shall submit instructions to sell Offered Units to only one Manager, if any, on any single trading dayday and the Company shall not submit instructions to any Manager at any time during which there is an outstanding instruction pursuant to which Offered Units are being offered for sale. The foregoing limitation shall not apply to an instruction that the Company is delivering to a Manager when such Manager is acting pursuant to the instruction referred to in the immediately preceding sentence. (ii) The Partnership Company acknowledges and agrees that (A) there can be no assurance that any Manager will be successful in selling the Offered Units, (B) no Manager will incur any liability or obligation to the Partnership Company or any other person or entity if such Manager it does not sell Offered Units for any reason other than a failure by such Manager to use its reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Offered Units as required under this Agreement, and (C) no Manager shall be under any obligation to purchase Offered Units on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by such Manager and the PartnershipCompany in writing pursuant to a Terms Agreement. (iii) The Partnership Company shall not authorize the issuance and sale of, and no Manager shall be obligated to use its reasonable efforts to sell, any of the Offered Units at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors of GP L.L.C. (the “Board”), or a duly authorized committee thereof, and notified to such Manager in writing. The Partnership Company or the relevant any Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend the offering of the Offered Units with respect to which such Manager is acting as sales agent agent, for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the relevant parties’ respective obligations with respect to the Offered Units sold hereunder prior to the giving of such notice. (iv) Each Manager hereby covenants and agrees not to make any sales of the Offered Units on behalf of the PartnershipCompany, pursuant to this Section 3(a), other than (A)(1A) (1) by means of ordinary brokers’ transactions between members of the NYSENasdaq, any other national securities exchange or facility thereof, a trading facility of a national securities association, or an alternative trading system that qualify for delivery of a Prospectus to the NYSE Nasdaq in accordance with Rule 153153 of the Rules and Regulations, (2) to or through a market maker maker, or (3) directly on or through an electronic communication network, a “dark pool” or any similar market venue, venue and (B) such other sales of the Offered Units on behalf of the Partnership Company in its capacity as agent of the Partnership Company as shall be agreed by the Partnership Company and such Manager pursuant to a Terms Agreement. (v) The compensation to any each Manager for sales of the Offered Units with respect to which such Manager acts as sales agent under this Agreement shall be up to 2.0% of the gross sales price of the Offered Units sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when such Manager acts as principal, in which case the Partnership Company may sell Offered Units to such Manager as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after deduction of Manager compensation and after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales (the “Transaction Fees”)) but before other expenses, shall constitute the net proceeds to the Partnership Company for such Offered Units (the “Net Proceeds”). (vi) Each Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Partnership Company following the close of trading on the NYSE Nasdaq each day in which the Offered Units are sold by such Manager under this Section 3(a) setting forth the number of the Offered Units sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the PartnershipCompany, and the compensation payable by the Partnership Company to such the applicable Manager with respect to such sales. Such At each Manager’s election, such compensation shall either be (A) set forth and invoiced in periodic statements from such Manager to the PartnershipCompany, with payment to be made by the Partnership Company promptly after its receipt thereofthereof or (B) deducted by the Manager from the payment of the gross sales proceeds to the Company as set forth in Section 3(a)(vii) below. (vii) Settlement for sales of the Offered Units pursuant to this Section 3(a) will occur on the third business day Business Day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Offered Units sold through a Manager for settlement on such date shall be issued and delivered by the Partnership Company to such the applicable Manager against payment of (A) the aggregate gross sales proceeds less any Transaction Fees for the sale of such Offered UnitsUnits in the case of an election under Section 3(a)(vi)(A) or (B) the Net Proceeds for the sale of the Offered Units in the case of an election under Section 3(a)(vi)(B). Settlement for all such Offered Units shall be effected by free delivery of the Offered Units to such the applicable Manager’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the PartnershipCompany. If the Partnership Company or its transfer agent (if applicable) shall default on its obligation to deliver the Offered Units on any Settlement Date, the Partnership Company shall (A) indemnify and hold such the applicable Manager harmless against any loss, claim or damage arising from or as a result of such default by the Partnership Company and (B) pay such the applicable Manager any commission to which it would otherwise be entitled absent such default. If a Manager breaches this Agreement by failing to deliver (A) the aggregate gross sales proceeds less any Transaction Fees to the Partnership Company on any Settlement Date for the Offered Units delivered by the PartnershipCompany or (B) the Net Proceeds to the Company on any Settlement Date for the Offered Units delivered by the Company, as applicable, such Manager will pay the Partnership Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to such that Manager. (viii) At each Applicable Time, Settlement Date and Representation Date (as defined in Section 4(k)), ) the Partnership Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such datedate and to reflect such necessary modifications as are not material and approved by the Managers in advance. Any obligation of any a Manager to use its reasonable efforts to sell the Offered Units on behalf of the Partnership Company shall be subject to the continuing accuracy of the representations and warranties of the Partnership herein (as modified in the manner described above)Company herein, to the performance by the Partnership Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Partnership Company wishes to issue and sell the Offered Units pursuant to this Agreement but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify a Manager the Managers of the proposed terms of such Placement. If such any Manager, each acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Partnership, Company wishes to accept amended terms, such Manager Managers and the Partnership Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Partnership Company or such Manager Managers unless and until the Partnership Company and such Manager Managers have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Offered Units to a Manager shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Offered Units to, and the purchase thereof by, such Manager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Offered Units by such a Manager. The commitment of a any Manager to purchase the Offered Units pursuant to a any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Partnership Parties Company herein contained (modified in the manner described in Section 3(a)(viii) hereof, and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Offered Units to be purchased by such the applicable Manager pursuant thereto, the price to be paid to the Partnership Company for such Offered Units, any provisions relating to rights of, and default by, underwriters acting together with such Manager in the reoffering of the Offered Units, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Offered Units. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters, reserve engineer’s letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by such the applicable Manager. (d) Under no circumstances shall the number and aggregate amount of the Offered Units sold pursuant to this Agreement and any Terms Agreement exceed (i) the aggregate amount set forth in Section 1, (ii) the number of Common Units available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Offered Units authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Managers in writing. (e) If any party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Offered Units, it shall promptly notify the other parties party and sales of the Offered Units under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (f) Notwithstanding any other provision of this Agreement Agreement, the Partnership Company shall not request the sale of any Offered Units that would be sold, and the Managers shall not be obligated to sell, during any period in which the PartnershipCompany’s xxxxxxx xxxxxxx policy would prohibit the purchases or sales of the Partnership’s Common Units by its officers or directors, or during any other period in which the Partnership Company is, or could be deemed to be, in possession of material non-public information; provided that, unless otherwise agreed between the Partnership and the Managers, for purposes of this paragraph (f) such period shall be deemed to end at the close of business on the trading day after the date on which the Partnership’s next subsequent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is filed with the Commission.

Sale and Delivery of Offered Units. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to issue and sell Offered Units from time to time through one or more of the Managers, acting as sales agentsagent, and each Manager agrees agrees, severally and not jointly, to use its reasonable efforts to sell, as sales agent for the Partnership, the Offered Units on the following terms. (i) The Offered Units are to be sold by one of the Managers on a daily basis or otherwise as shall be agreed to by the Partnership and any such Manager on any day that (A) is a trading day for the New York Stock Exchange NYSE (“NYSE”other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B) the Partnership Partnership, through any of the individuals listed as “Authorized Representatives” on Schedule II hereto, has instructed such any Manager by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Partnership has satisfied its obligations under Section 6 of this Agreement; provided, however, that the Partnership will only submit its orders to one of the Managers on any given single trading day. The Partnership will designate the maximum amount of the Offered Units to be sold by such any Manager daily as agreed to by such Manager (in any event, together with the Offered Units that have already been issued and sold by the Partnership pursuant to this Agreement, event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement) and the minimum price per Share Offered Unit at which such Offered Units may be sold. Subject to the terms and conditions hereof, such the applicable Manager shall use its reasonable efforts to sell on a particular day all of the Offered Units designated for the sale by the Partnership on such day. The gross sales price of the Offered Units sold under this Section 3(a) shall be the market price for the Common Partnership’s Units sold by such Manager the Managers under this Section 3(a) on the NYSE at the time of sale of such Offered Units. For the avoidance of doubt, the Partnership shall submit instructions to sell Offered Units to only one Manager, if any, on any single trading day. (ii) The Partnership acknowledges and agrees that (A) there can be no assurance that any Manager the Managers will be successful in selling the Offered Units, (B) no a Manager will incur any no liability or obligation to the Partnership or any other person or entity if such Manager it does not sell Offered Units for any reason other than a failure by such Manager to use its reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Offered Units as required under this Agreement, Agreement and (C) no each Manager shall be under any no obligation to purchase Offered Units on a principal basis pursuant to this Agreement, except as otherwise specifically agreed to by such Manager and the Partnership. (iii) The Partnership shall not authorize the issuance and sale of, and no each Manager shall not be obligated to use its reasonable efforts to sell, any of the Offered Units at a price lower than the minimum price therefor designated from time to time by the Board board of Directors directors of GP L.L.C. the General Partner of the Partnership (the “Board”), or a duly authorized committee thereof, and notified to such Manager in writing, or in a number in excess of the number of Units approved for listing on the NYSE. The Partnership Partnership, through any Authorized Representatives, or the relevant any Manager may, upon notice to the other party Partnership or such Manager, as applicable, by telephone (confirmed promptly by electronic mail), suspend or terminate the offering of the Offered Units with respect to which such Manager is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the relevant parties’ respective obligations with respect to the Offered Units sold hereunder prior to the giving of such notice. (iv) Each Manager hereby covenants and agrees not to make any sales of the Offered Units on behalf of the Partnership, Partnership pursuant to this Section 3(a), other than (A)(1A) (1) by means of ordinary brokers’ transactions between members of the NYSENYSE that qualify for delivery of a Prospectus in accordance with Rule 153 under the Act (such transactions are hereinafter referred to as “Continuous Offerings”), (2) to or through a market maker, or (3) directly on or through any other national securities exchange or facility thereof, a trading facility of a national securities association, or an alternative trading system that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153system, (2) to or through a market maker or (3) directly on or through an electronic communication network, a “dark pool” or any similar market venue, venue and (B) such other sales of the Offered Units on behalf of the Partnership in its capacity as agent of the Partnership as shall be agreed by the Partnership and such Manager pursuant to a Terms Agreement. (v) The compensation to any each Manager for sales of the Offered Units with respect to which such Manager acts as sales agent under this Agreement shall be up to, but not to 2.0exceed, 2% of the gross sales price of the Offered Units sold by such Manager pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when such Manager acts as principal, in which case the Partnership may sell Offered Units to such Manager as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after deduction of the compensation to such Manager and after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales (the “Transaction Fees”), shall constitute the net proceeds to the Partnership for such Offered Units (the “Net Proceeds”). (vi) Each A Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Partnership following the close of trading on the NYSE each day in which the Offered Units are sold by such Manager under this Section 3(a) setting forth the number of the Offered Units sold by such Manager on such day, the aggregate gross sales proceeds and the Net Proceeds to the Partnership, and the compensation payable by the Partnership to such Manager with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from such Manager to the Partnership, with payment to be made by the Partnership promptly after its receipt thereof. (vii) Settlement for sales of the Offered Units pursuant to this Section 3(a) will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Offered Units sold through a Manager for settlement on such date shall be issued and delivered by the Partnership to such Manager against payment of the aggregate gross sales proceeds less any Transaction Fees for the sale of such Offered Units. Settlement for all such Offered Units shall be effected by free delivery of the Offered Units to such Manager’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the Partnership. If the Partnership or its transfer agent (if applicable) shall default on its obligation to deliver the Offered Units on any Settlement Date, the Partnership shall (A) indemnify and hold such Manager Manager, as applicable, harmless against any loss, claim or damage arising from or as a result of such default by the Partnership and (B) pay such Manager any commission compensation to which it would otherwise be entitled absent such default. If a such Manager breaches this Agreement by failing to deliver the aggregate gross sales proceeds less any Transaction Fees to the Partnership on any Settlement Date for the Offered Units delivered by the PartnershipPartnership to such Manager, such breaching Manager will pay the Partnership interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to such Manager. (viii) At each Applicable Time, Settlement Date and Representation Date (as defined in Section 4(k)), the Partnership shall be deemed to have affirmed each representation and warranty contained in Section 2 of this Agreement as if such representation and warranty were made as of such date, but modified as necessary to relate to the Registration Statement and the Prospectus and the documents incorporated by reference therein, in each case as amended or supplemented as of such date. Any obligation of any Manager to use its reasonable efforts to sell the Offered Units on behalf of the Partnership shall be subject to the continuing accuracy of the representations and warranties of the Partnership herein (as modified in the manner described describe above), to the performance by the Partnership of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Partnership wishes to issue and sell the Offered Units pursuant to this Agreement but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify a Manager of the proposed terms of such Placement. If such Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Partnership, Partnership wishes to accept amended terms, such Manager and the Partnership will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Partnership or such Manager unless and until the Partnership and such Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Offered Units to a any Manager shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Offered Units to, and the purchase thereof by, such Manager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Offered Units by such a Manager. The commitment of a Manager to purchase the Offered Units pursuant to a any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Partnership Parties Offered Units herein contained (modified in the manner described in Section 3(a)(viii) hereof, and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Offered Units to be purchased by such Manager pursuant thereto, the price to be paid to the Partnership for such Offered Units, any provisions relating to rights of, and default by, underwriters acting together with such Manager in the reoffering of the Offered Units, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Offered Units. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by such Manager. (d) Under no circumstances shall the number and aggregate amount of the Offered Units sold pursuant to this Agreement and any Terms Agreement exceed (i) the aggregate amount set forth in Section 1, (ii) the number of Common Units available for issuance under the currently effective Registration Statement or (iii) the maximum number and aggregate amount amount, if any, of the Offered Units authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Managers in writing. (e) If any party hereto has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Offered Units, it shall promptly notify the other parties and sales of the Offered Units under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (f) Notwithstanding any other provision of this Agreement Agreement, the Partnership shall not request the sale of any Offered Units that would be sold, and the Managers shall not be obligated to sell, during any period in which the Partnership’s xxxxxxx xxxxxxx policy would prohibit the purchases or sales of the Partnership’s Common Units by its officers or directors, or during any other period in which the Partnership is, or could be deemed to be, is in possession of material non-public information; provided that, unless otherwise agreed between the Partnership and the Managers, for purposes of this paragraph (f) such period shall be deemed to end at the close of business on the trading day after the date on which the Partnership’s next subsequent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is filed with the Commission.

Sale and Delivery of Offered Units. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to issue and sell Offered Units from time to time through the ManagersManager, acting as sales agentsagent, and each the Manager agrees to use its reasonable efforts to sell, as sales agent for the Partnership, the Offered Units on the following terms. (i) The Offered Units are to be sold on a daily basis or otherwise as shall be agreed to by the Partnership and any the Manager on any day that (A) is a trading day for the New York Stock Exchange NYSE (“NYSE”other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B) the Partnership Partnership, through any of the individuals listed as “Authorized Representatives” on Schedule II hereto, has instructed such the Manager by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Partnership has satisfied its obligations under Section 6 of this Agreement. The Partnership will designate the maximum amount of the Offered Units to be sold by such the Manager daily as agreed to by such the Manager (in any event, together with the Offered Units that have already been issued and sold by the Partnership pursuant to this Agreement, event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement) and the minimum price per Share Offered Unit at which such Offered Units may be sold. Subject to the terms and conditions hereof, such the Manager shall use its reasonable efforts to sell on a particular day all of the Offered Units designated for the sale by the Partnership on such day. The gross sales price of the Offered Units sold under this Section 3(a) shall be the market price for the Common Partnership’s Units sold by such the Manager under this Section 3(a) on the NYSE at the time of sale of such Offered Units. For the avoidance of doubt, the Partnership shall submit instructions to sell Offered Units to only one Manager, if any, on any single trading day. (ii) The Partnership acknowledges and agrees that (A) there can be no assurance that any the Manager will be successful in selling the Offered Units, (B) no the Manager will incur any no liability or obligation to the Partnership or any other person or entity if such Manager it does not sell Offered Units for any reason other than a failure by such the Manager to use its reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Offered Units as required under this Agreement, and (C) no the Manager shall be under any no obligation to purchase Offered Units on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by such the Manager and the Partnership. (iii) The Partnership shall not authorize the issuance and sale of, and no the Manager shall not be obligated to use its reasonable efforts to sell, any of the Offered Units at a price lower than the minimum price therefor designated from time to time by the Board board of Directors directors of GP L.L.C. the General Partner of the Partnership (the “Board”), or a duly authorized committee thereof, if such minimum price exists, and notified to such the Manager in writing. The Partnership Partnership, through any Authorized Representatives, or the relevant Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend the offering of the Offered Units with respect to which such Manager is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the relevant parties’ respective obligations with respect to the Offered Units sold hereunder prior to the giving of such notice. (iv) Each The Manager hereby covenants and agrees not to make any sales of the Offered Units on behalf of the Partnership, pursuant to this Section 3(a), other than (A)(1A) by means of ordinary brokers’ transactions between members of the NYSE, any other national securities exchange or facility thereof, a trading facility of a national securities association, or an alternative trading system NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153, 153 (2such transactions are hereinafter referred to as “Continuous Offerings”) to or through a market maker or (3) directly on or through an electronic communication network, a “dark pool” or any similar market venue, and (B) such other sales of the Offered Units on behalf of the Partnership in its capacity as agent of the Partnership as shall be agreed by the Partnership and such the Manager pursuant to a Terms Agreement. (v) The compensation to any the Manager for sales of the Offered Units with respect to which such the Manager acts as sales agent under this Agreement shall be up to, but not to exceed, 2.0% of the gross sales price of the Offered Units sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when such the Manager acts as principal, in which case the Partnership may sell Offered Units to such the Manager as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales (the “Transaction Fees”), shall constitute the net proceeds to the Partnership for such Offered Units (the “Net Proceeds”). (vi) Each The Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Partnership following the close of trading on the NYSE each day in which the Offered Units are sold by such Manager under this Section 3(a) setting forth the number of the Offered Units sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Partnership, and the compensation payable by the Partnership to such the Manager with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from such the Manager to the Partnership, with payment to be made by the Partnership promptly after its receipt thereof. (vii) Settlement for sales of the Offered Units pursuant to this Section 3(a) will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Offered Units sold through a the Manager for settlement on such date shall be issued and delivered by the Partnership to such the Manager against payment of the aggregate gross sales proceeds less any Transaction Fees for the sale of such Offered Units. Settlement for all such Offered Units shall be effected by free delivery of the Offered Units to such the Manager’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the Partnership. If the Partnership or its transfer agent (if applicable) shall default on its obligation to deliver the Offered Units on any Settlement Date, the Partnership shall (A) indemnify and hold such the Manager harmless against any loss, claim or damage arising from or as a result of such default by the Partnership and (B) pay such the Manager any commission to which it would otherwise be entitled absent such default. If a the Manager breaches this Agreement by failing to deliver the aggregate gross sales proceeds less any Transaction Fees to the Partnership on any Settlement Date for the Offered Units delivered by the Partnership, such the Manager will pay the Partnership interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to such the Manager. (viii) At each Applicable Time, Settlement Date and Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Partnership shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of any the Manager to use its reasonable efforts to sell the Offered Units on behalf of the Partnership shall be subject to the continuing accuracy of the representations and warranties of the Partnership herein (as modified in the manner described above)herein, to the performance by the Partnership of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Partnership wishes to issue and sell the Offered Units pursuant to this Agreement but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify a the Manager of the proposed terms of such Placement. If such the Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Partnership, Partnership wishes to accept amended terms, such the Manager and the Partnership will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Partnership or such the Manager unless and until the Partnership and such the Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Offered Units to a the Manager shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Offered Units to, and the purchase thereof by, such the Manager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Offered Units by such the Manager. The commitment of a the Manager to purchase the Offered Units pursuant to a any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Partnership Parties Offered Units herein contained (modified in the manner described in Section 3(a)(viii) hereof, and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Offered Units to be purchased by such the Manager pursuant thereto, the price to be paid to the Partnership for such Offered Units, any provisions relating to rights of, and default by, underwriters acting together with such the Manager in the reoffering of the Offered Units, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Offered Units. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by such the Manager. (d) Under no circumstances shall the number and aggregate amount of the Offered Units sold pursuant to this Agreement and any Terms Agreement exceed (i) the aggregate amount set forth in Section 1, (ii) the number of Common Units available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Offered Units authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Managers Manager in writing. (e) If any either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Offered Units, it shall promptly notify the other parties party and sales of the Offered Units under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (f) Notwithstanding any other provision of this Agreement Agreement, the Partnership shall not request the sale of any Offered Units that would be sold, and the Managers Manager shall not be obligated to sell, during any period in which the Partnership’s xxxxxxx xxxxxxx policy would prohibit the purchases or sales of the Partnership’s Common Units by its officers or directors, or during any other period in which the Partnership is, or could be deemed to be, is in possession of material non-public information; provided that, unless otherwise agreed between the Partnership and the Managers, for purposes of this paragraph (f) such period shall be deemed to end at the close of business on the trading day after the date on which the Partnership’s next subsequent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is filed with the Commission.

Sale and Delivery of Offered Units. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to issue and sell Offered Units from time to time through the Managers, acting as sales agents, and each Manager agrees to use its reasonable efforts to sell, as sales agent for the Partnership, the Offered Units on the following terms. (i) The Offered Units are to be sold on a daily basis or otherwise as shall be agreed to by the Partnership and any Manager on any day that (A) is a trading day for the New York Stock Exchange (“NYSE”), (B) the Partnership has instructed such Manager by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Partnership has satisfied its obligations under Section 6 of this Agreement. The Partnership will designate the maximum amount of the Offered Units to be sold by such Manager daily as agreed to by such Manager (in any event, together with the Offered Units that have already been issued and sold by the Partnership pursuant to this Agreement, not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement) and the minimum price per Share at which such Offered Units may be sold. Subject to the terms and conditions hereof, such Manager shall use its reasonable efforts to sell on a particular day all of the Offered Units designated for the sale by the Partnership on such day. The gross sales price of the Offered Units sold under this Section 3(a) shall be the market price for the Common Units sold by such Manager under this Section 3(a) on the NYSE at the time of sale of such Offered Units. For the avoidance of doubt, the Partnership shall submit instructions to sell Offered Units to only one Manager, if any, on any single trading day. (ii) The Partnership acknowledges and agrees that (A) there can be no assurance that any Manager will be successful in selling the Offered Units, (B) no Manager will incur any liability or obligation to the Partnership or any other person or entity if such Manager does not sell Offered Units for any reason other than a failure by such Manager to use its reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Offered Units as required under this Agreement, and (C) no Manager shall be under any obligation to purchase Offered Units on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by such Manager and the Partnership. (iii) The Partnership shall not authorize the issuance and sale of, and no Manager shall be obligated to use its reasonable efforts to sell, any of the Offered Units at a price lower than the minimum price therefor designated from time to time by the Board of Directors of GP L.L.C. (the “Board”), or a duly authorized committee thereof, and notified to such Manager in writing. The Partnership or the relevant Manager may, upon notice to the other party by telephone (confirmed promptly by electronic mail), suspend the offering of the Offered Units with respect to which such Manager is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the relevant parties’ respective obligations with respect to the Offered Units sold hereunder prior to the giving of such notice. (iv) Each Manager hereby covenants and agrees not to make any sales of the Offered Units on behalf of the Partnership, pursuant to this Section 3(a), other than (A)(1) by means of ordinary brokers’ transactions between members of the NYSE, any other national securities exchange or facility thereof, a trading facility of a national securities association, or an alternative trading system that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153, (2) to or through a market maker or maker, (3) directly on or through an electronic communication network, a “dark pool” or any similar market venuevenue or (4) directly to a customer of the Manager on an agency basis, and (B) such other sales of the Offered Units on behalf of the Partnership in its capacity as agent of the Partnership as shall be agreed by the Partnership and such Manager pursuant to a Terms Agreement. (v) The compensation to any Manager for sales of the Offered Units with respect to which such Manager acts as sales agent under this Agreement shall be up to 2.0% of the gross sales price of the Offered Units sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when such Manager acts as principal, in which case the Partnership may sell Offered Units to such Manager as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales (the “Transaction Fees”), shall constitute the net proceeds to the Partnership for such Offered Units (the “Net Proceeds”). (vi) Each Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Partnership following the close of trading on the NYSE each day in which the Offered Units are sold by such Manager under this Section 3(a) setting forth the number of the Offered Units sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Partnership, and the compensation payable by the Partnership to such Manager with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from such Manager to the Partnership, with payment to be made by the Partnership promptly after its receipt thereof. (vii) Settlement for sales of the Offered Units pursuant to this Section 3(a) will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Offered Units sold through a Manager for settlement on such date shall be issued and delivered by the Partnership to such Manager against payment of the aggregate gross sales proceeds less any Transaction Fees for the sale of such Offered Units. Settlement for all such Offered Units shall be effected by free delivery of the Offered Units to such Manager’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the Partnership. If the Partnership or its transfer agent (if applicable) shall default on its obligation to deliver the Offered Units on any Settlement Date, the Partnership shall (A) indemnify and hold such Manager harmless against any loss, claim or damage arising from or as a result of such default by the Partnership and (B) pay such Manager any commission to which it would otherwise be entitled absent such default. If a Manager breaches this Agreement by failing to deliver the aggregate gross sales proceeds less any Transaction Fees to the Partnership on any Settlement Date for the Offered Units delivered by the Partnership, such Manager will pay the Partnership interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to such Manager. (viii) At each Applicable Time, Settlement Date and Representation Date (as defined in Section 4(k)), the Partnership shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of any Manager to use its reasonable efforts to sell the Offered Units on behalf of the Partnership shall be subject to the continuing accuracy of the representations and warranties of the Partnership herein (as modified in the manner described above), to the performance by the Partnership of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (ba) If the Partnership wishes to issue and sell the Offered Units pursuant to this Agreement but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify a Manager of the proposed terms of such Placement. If such Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Partnership, wishes to accept amended terms, such Manager and the Partnership will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Partnership or such Manager unless and until the Partnership and such Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (cb) Each sale of the Offered Units to a Manager shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Offered Units to, and the purchase thereof by, such Manager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Offered Units by such Manager. The commitment of a Manager to purchase the Offered Units pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Partnership Parties herein contained (modified in the manner described in Section 3(a)(viii) hereof, and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Offered Units to be purchased by such Manager pursuant thereto, the price to be paid to the Partnership for such Offered Units, any provisions relating to rights of, and default by, underwriters acting together with such Manager in the reoffering of the Offered Units, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Offered Units. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by such Manager. (dc) Under no circumstances shall the number and aggregate amount of the Offered Units sold pursuant to this Agreement and any Terms Agreement exceed (i) the aggregate amount set forth in Section 1, (ii) the number of Common Units available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Offered Units authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Managers in writing. (ed) If any party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Offered Units, it shall promptly notify the other parties and sales of the Offered Units under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (fe) Notwithstanding any other provision of this Agreement the Partnership shall not request the sale of any Offered Units that would be sold, and the Managers shall not be obligated to sell, during any period in which the Partnership’s xxxxxxx xxxxxxx policy would prohibit the purchases or sales of the Partnership’s Common Units by its officers or directors, or during any other period in which the Partnership is, or could be deemed to be, in possession of material non-public information; provided that, unless otherwise agreed between the Partnership and the Managers, for purposes of this paragraph (f) such period shall be deemed to end at the close of business on the trading day after the date on which the Partnership’s next subsequent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is filed with the Commission.